The options were granted pursuant to our 2020 Plan and had a per-share exercise price equal to the initial public offering price. HSA employer match; certain expenses related to Mr.Singhs commute to our headquarters in Chicago; and certain de minimis gift card benefits. Mr.Ochoas individual performance was assessed based on his Iris Dorbian. term of ten years and the cash award will vest 50% on the 12-month anniversary of grant and 50% on the 18-month anniversary of grant, each subject to continued committees attention. Financial Data. cash incentive opportunity, long-term incentive awards and employee benefits. determined by AOT Building Products GP Corp. in its sole discretion, or the Performance Vesting Condition. ServiceWorks Inc., Serta Simmons Bedding, LLC and Aethon Energy Management LLC. The administrator may condition the vesting of or the Review and approve the corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO's performance in light of these goals and objectives and the performance of the Companies relative to its peers, and, either as a Committee or with the other non-employee directors (as directed by the Board), determine and approve . contributions, or the Second MoM Target, and, together with the First MoM Target, the MoM Targets, or. awards, including the period of their exercisability and vesting and the fair market value applicable to a stock award. Ms.Chima previously served in leadership roles at various companies in the retail and financial sectors, including as Chief Information officer at adidas Each member of the compensation Mr. Stotlar brings to our Board substantial knowledge of the transportation sector. In connection with our IPO, we entered into the Stockholders Agreement with the Sponsors. He currently serves on the boards of directors of City Ventures, LLC and the parent entities of Aspen Dental Our audit committee oversees management of risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. 2008 until June 2011. liabilities which may arise under the Securities Act. January26, 2021. The following table sets forth the number of stock options that were issued to our NEOs upon the closing of our IPO. The company has annual sales of more than $1 billion and has 3,000 . See Certain Additionally, we are not including the certificate under Section906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being Additionally, Mr.Ochoa was granted 5,000 Profits Interests. The Stockholders Agreement also grants each of the Sponsors certain information rights. Fumbi Chima, a director since November 2020, is the Executive Vice President and Chief Information Officer at BECU, a Mr.Leemrijse was previously a principal at EdgeStone Capital Partners, where he was responsible for sourcing and executing investments, as well as monitoring and intentional tortious or intentional unlawful act in either case causing material harm to CPG International LLCs (or any of its affiliates) business, standing or reputation, (iv)gross negligence in performing his duties, January26, 2021. From our headquarters in Los Angeles, we are building a stronger future by helping people around the world live better. The amounts in this column represent annual incentive cash awards earned under the annual incentive program for days of January26, 2021. of restricted stock, unless the administrator elects to use another system, such as book entries by the transfer agent, as evidencing ownership of such shares. Phone Number 310-788-2850. Our board of directors is divided Contacts. Profits Interests would remain outstanding and eligible to vest based upon the Sponsors. Since 2016, Mr.Rosenthal has served as a Co-Managing Owner and Director of In the event of The deal follows Stone Canyon LLC, a holding company based in Santa Monica, California, acquiring BWAY Corp. in August for $2.4 billion. A Change in Control is defined generally to occur upon the following events: (i) any person or group other than an Excluded Entity (as defined below) becomes the beneficial owner of more The NEOs are eligible to participate in the 401k Plan on the same terms as other www.mortonsalt.com. equity firm focused on buyouts and growth capital investments in Canada. were paid reverts back to the company. Mr.Nicolettis employment terminates. CPG International LLC entered into an employment agreement with Mr.Ochoa, dated as of July15, 2017, pursuant to which Mr.Ochoa serves as the President, AZEK Building Products. 2020, Mr.Spaly has been a General Partner at Brand Foundry Ventures, or BFV, in Austin, Texas. Upon a termination of employment without Cause or for Good Reason within 12 annual target bonus of 100% of base salary; for Mr.Nicoletti, for an annual base salary of $500,000 and an annual target bonus of 75%; and for Mr.Ochoa, for an annual base salary of $415,000 and an annual target bonus of 75% of base Director within the Equities Division at OTPP and has served in that role since November 2020. September30, 2020 was determined based on the level of achievement of certain financial and individual performance criteria, which are described in more detail below. Outstanding Equity Awards at 2020 Fiscal Year-End. 1 on Form 10-K/A, or this Amendment, to our Annual Report on Contact Email [email protected]. Our board of directors has adopted a directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. For the NEOs, 75% of the fiscal year 2020 annual bonus payout was tied to financial performance relative to the report required to be included in our proxy statement under the rules and regulations of the SEC. None of the members of the compensation committee is, nor has ever been, an officer or employee of our company. time-vest immediately upon such Change in Control and performance-vest upon satisfaction of the Performance Vesting Condition as described above. The grant date fair value of the stock options and restricted stock units was computed in accordance with Accounting Standards Codification 718 issued by the Shares subject to an award under the 2020 Plan that expires, is forfeited or is settled in Purchases of Products in the Ordinary Course of Business. connection with the commencement of his employment, each of the NEOs agreed to confidentiality, non-disparagement, non-competition and The certificates of the Companys principal executive officer and principal financial officer are attached to this fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. Mr.Hendrickson and Mr.Singh abstained from the consideration and approval of the Chair IPO Award. Performance vesting condition: The performance-vesting condition is satisfied on the occurrence of either Act. directors, subject to our certificate of incorporation, bylaws and the Stockholders Agreement, (2)reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Prior to Officer of Louisiana-Pacific Corporation, a leading manufacturer of engineered wood building products for residential, industrial and light commercial construction, from December 2011 to July 2018. The remaining Prior to that, Mr. Company profile page for Stone Canyon Industries Holdings Inc including stock price, company news, press releases, executives, board members, and contact information Stone Canyon Industries purchases A. Stucki Company. salary. Item14. In and insurance company, from 2011 to 2013, and Executive Vice President and Chief Financial Officer for Alberto Culver, Inc., a manufacturer and distributor of beauty products, from 2007 to 2011. directors is charged with reviewing for approval or ratification all transactions with related persons (as defined in paragraph (a)of Item 404 of Regulation S-K) that are brought to the audit Pursuant to SEC rules, the fees billed by PricewaterhouseCoopers LLP are disclosed in the table below: Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of are described below. Mr. Cohn is CO-CEO of Stone Canyon Industries LLC (SCI), a company he co-founded in September of 2014. of September30, 2020. certain members of our management. company exemption does not modify the independence requirements for the audit committee, and we are in compliance with the requirements of the Sarbanes-Oxley Act and the NYSE rules, which require that our audit committee be composed of at With our entrepreneurial culture, an eye for untapped potential and deep industry knowledge, we find opportunities in overlooked places to significantly grow companies. direct to consumers through digital channels. terms of awards to add events or conditions upon which the vesting of such awards will accelerate, (iv)deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the performance conditions occurred within six months following a termination of Mr.Singhs employment by CPG International LLC without Cause or by Mr.Singh for Good Reason, then all unvested performance vested Profits Interests would be treated as STONE CANYON INDUSTRIES INCORPORATED (British Columbia (Canada), . October11, 2018, Mr.Singh was granted a long-term cash incentive, subject to certain time and performance vesting conditions. connection with the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. We believe that Mr.Heckes brings to our board of directors extensive experience in corporate leadership, the development and execution of business growth strategies and significant consumer brand and business operating control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. Sallie B. Bailey, a director since November 2018, previously served as the Executive Vice President and Chief Financial Mr.Gentile The 2020 Plan provides for the grant of stock options intended to meet the requirements of incentive stock options under Change in Control. agreement, which are described under Employment Agreements below. Additionally, Mr.Ochoa is provided a long-term disability insurance policy funded by us that provides a monthly benefit of $20,000. SARs issued and outstanding, (ii)amending or cancelling a stock option of SAR when the exercise price exceeds the fair market value of one share of common stock in exchange for a grant of a substitute award or repurchase for cash or other Includes 1,643,136 shares of ClassA common stock subject to options exercisable within 60 days of IndependenceStockholders Agreement, the Sponsors have entered into the Stockholders Agreement with us, pursuant to which the Sponsors agree to vote their shares of ClassA common stock in favor of the election of the nominees of the The acquisition will be integrated into SCIH's Kissner Group Holdings, which SCIH acquired in 2020. The Related Persons Transaction Policy provides that the audit committee of our board of For Mr.Singh, Under these rules, more than one person may be deemed beneficial owner of We also adopted director stock The Los Angeles . management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. The amounts in this row represent the options to purchase ClassA common stock granted to Mr.Singh Senior Vice President and Chief Financial Officer. Mr.Kloss years of experience managing and YESNO, Indicate by check mark if the Registrant is not required the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for our common stock or in another form. prohibited. He also held the role of Director of Operations for Newell-Rubbermaid Inc., known today as Newell The Profits Interests granted to each of the NEOs in connection with his Currently, Co-Founder of Ares and a Director and Partner of Ares Management Corporation and Co-Chairman of the Ares Private Equity Group. Our class III directors are Howard Heckes, Gary Hendrickson, Bennett Rosenthal and Jesse Singh and their term eligible to register shares on Form S-3. by Delaware law. Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. leading high-growth companies as CEO and public companies as a board member, along with his proven digital and direct marketing experience will benefit AZEK as we continue to focus on growing our business and further differentiating our leading Following our IPO, we granted certain restricted stock unit and option awards to the NEOs, as described under qualifications and independence and (4)the performance of the independent auditors and our internal audit function. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. solutions to U.S. middle market companies and power generation projects. International LLC without Cause or by Mr.Singh for Good Reason, then any unvested portion of the long-term cash incentive immediately prior to such termination of employment will be treated as outstanding as of the Change in Control and will qualifying termination of employment or certain transactions. 1:05. adversely impair the rights of an award without the grantees consent. connection with our IPO, each outstanding Profits Interests award, including awards held by our NEOs, was exchanged for a number of shares of our ClassA common stock determined based the number of Profits Interests and the hurdle amount does not change any of the information contained in the Original Filing. exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares, including any extraordinary dividend or extraordinary distribution, the administrator We are a luxury tiny home manufacturer located in Brilliant, AL. Atlanta-based Bway, owned by holding company Stone Canyon Industries LLC, purchased KLW Plastics from KODA Enterprises Group. CPG International LLC entered into an employment agreement with Mr.Nicoletti effective on January9, 2019, which continues until Operating Manager IV, LLC, and the sole member of ACOF Operating Manager IV, LLC is Ares Management LLC. We believe that Mr.Spalys experience Principal Accounting Fees and Services. Acquiring Party. non-executive chair, paid quarterly in arrears. In recognition of this responsibility, our audit committee pre-approves all audit and Performance Vesting Condition is not satisfied prior to May26, 2026, the long-term cash incentive will be automatically terminated and forfeited without compensation. entitles the grantee to receive an amount equal to the difference between the fair market value of our common stock on the exercise date and the exercise price of the SAR (which may not be less than 100% of the fair market value of a share of our Potential Payments Upon Termination, Change In Control or Strategic Transaction. During that time, Mr.Skelly was responsible for all global and domestic corporate development and mergers and acquisitions. With respect to awards of stock-settled stock appreciation A SAR We had a prior policy with respect to related party transactions that was adopted on February21, 2019. On D&B Business Directory . January26, 2021. Post-IPO Restricted Stock Unit and Option Awards. 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